SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
General Catalyst GP IV, LLC

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BigCommerce Holdings, Inc. [ BIGC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series 1 Common Stock 08/07/2020 C 3,628,722 A (1) 3,628,722 I By General Catalyst Group IV, LP(2)
Series 1 Common Stock 08/07/2020 C 96,279 A (1) 96,279 I By GC Entrepreneurs Fund IV, L.P.(3)
Series 1 Common Stock 08/07/2020 C 1,951,156 A (1) 1,951,156 I By General Catalyst Group V, L.P.(4)(5)
Series 1 Common Stock 08/07/2020 C 117,331 A (1) 117,331 I By GC Entrepreneurs Fund V, L.P.(6)(7)
Series 1 Common Stock 08/07/2020 C 3,669,890 A (1) 3,669,890 I By General Catalyst Group V Supplemental, L.P.(8)(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 08/07/2020 (1) C 10,886,166 (1) (1) Series 1 Common Stock 3,628,722 (1) 0 I By General Catalyst Group IV, LP(2)
Series A Preferred Stock (1) 08/07/2020 (1) C 288,838 (1) (1) Series 1 Common Stock 96,279 (1) 0 I By GC Entrepreneurs Fund IV, L.P.(3)
Series A Preferred Stock (1) 08/07/2020 (1) C 3,648,838 (1) (1) Series 1 Common Stock 1,216,279 (1) 0 I By General Catalyst Group V, L.P.(4)(5)
Series B Preferred Stock (1) 08/07/2020 (1) C 1,831,316 (1) (1) Series 1 Common Stock 610,438 (1) 0 I By General Catalyst Group V, L.P.(4)(5)
Series D Preferred Stock (1) 08/07/2020 (1) C 182,448 (1) (1) Series 1 Common Stock 64,165 (1) 0 I By General Catalyst Group V, L.P.(4)(5)
Series F Preferred Stock (1) 08/07/2020 (1) C 180,823 (1) (1) Series 1 Common Stock 60,274 (1) 0 I By General Catalyst Group V, L.P.(4)(5)
Series A Preferred Stock (1) 08/07/2020 (1) C 76,164 (1) (1) Series 1 Common Stock 25,388 (1) 0 I By GC Entrepreneurs Fund V, L.P.(6)(7)
Series B Preferred Stock (1) 08/07/2020 (1) C 214,973 (1) (1) Series 1 Common Stock 71,657 (1) 0 I By GC Entrepreneurs Fund V, L.P.(6)(7)
Series D Preferred Stock (1) 08/07/2020 (1) C 16,251 (1) (1) Series 1 Common Stock 5,715 (1) 0 I By GC Entrepreneurs Fund V, L.P.(6)(7)
Series E Preferred Stock (1) 08/07/2020 (1) C 39,939 (1) (1) Series 1 Common Stock 13,313 (1) 0 I By GC Entrepreneurs Fund V, L.P.(6)(7)
Series F Preferred Stock (1) 08/07/2020 (1) C 3,774 (1) (1) Series 1 Common Stock 1,258 (1) 0 I By GC Entrepreneurs Fund V, L.P.(6)(7)
Series B Preferred Stock (1) 08/07/2020 (1) C 8,467,400 (1) (1) Series 1 Common Stock 2,822,466 (1) 0 I By General Catalyst Group V Supplemental, L.P.(8)(9)
Series D Preferred Stock (1) 08/07/2020 (1) C 596,098 (1) (1) Series 1 Common Stock 209,642 (1) 0 I By General Catalyst Group V Supplemental, L.P.(8)(9)
Series E Preferred Stock (1) 08/07/2020 (1) C 1,913,347 (1) (1) Series 1 Common Stock 637,782 (1) 0 I By General Catalyst Group V Supplemental, L.P.(8)(9)
1. Name and Address of Reporting Person*
General Catalyst GP IV, LLC

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GENERAL CATALYST GROUP IV LP

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR,

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GC ENTREPRENEURS FUND IV L P

(Last) (First) (Middle)
20 UNIVERSITY RD, SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
General Catalyst Partners IV, L.P.

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock (a) automatically converted into shares of the Issuer's Series 1 Common Stock at the applicable conversion ratio set forth in the Issuer's certificate of incorporation immediately prior to the completion of the Issuer's initial public offering of Series 1 Common Stock and (b) had no expiration date
2. The reported securities are held directly by General Catalyst Group IV, L.P. General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP IV, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities.
3. The reported securities are held directly by GC Entrepreneurs Fund IV, L.P. General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP IV, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. Each of the reporting perosns and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities.
4. The reported securities are held directly by General Catalyst Group V, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and General Catalyst Group V Supplemental, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P., and General Catalyst Group V Supplemental, L.P. GCGM Investment Holdings, L.P. is a limited partner of General Catalyst Partners V, L.P. with a pecuniary interest in the reported securities.
5. (Continued from Footnote 4) GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities.
6. The reported securities are held directly by GC Entrepreneurs Fund V, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and General Catalyst Group V Supplemental, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P., and General Catalyst Group V Supplemental, L.P. GCGM Investment Holdings, L.P. is a limited partner of General Catalyst Partners V, L.P. with a pecuniary interest in the reported securities.
7. (Continued from Footnote 6) GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such peron's or entity's pecuniary interest in such securities.
8. The reported securities are held directly by General Catalyst Group V Supplemental, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and General Catalyst Group V Supplemental, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P., and General Catalyst Group V Supplemental, L.P. GCGM Investment Holdings, L.P. is a limited partner of General Catalyst Partners V, L.P. with a pecuniary interest in the reported securities.
9. (Continued from Footnote 8) GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities.
Remarks:
This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with General Catalyst.
General Catalyst Group IV, LP, By: General Catalyst Partners IV, L.P., Its General Partner, By: General Catalyst GP IV, LLC, Its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 08/11/2020
GC Entrepreneurs Fund IV, L.P., By: General Catalyst Partners IV, L.P., Its General Partner, by General Catalyst GP IV, LLC, its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 08/11/2020
General Catalyst GP IV, LLC, the General Partner for General Catalyst Partners IV, L.P., the General Partner for GC Entrepreneurs Fund IV, L.P.; By: /s/ Christopher McCain, Chief Legal Officer 08/11/2020
General Catalyst Partners IV, L.P.,, the General Partner for General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P.; By: /s/ Christopher McCain, Chief Legal Officer 08/11/2020
** Signature of Reporting Person Date
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